Exhibit 10.16


REGISTRATION RIGHTS AGREEMENT


This Registration Rights Agreement (this “Agreement”)
is made and entered into as of this 12th day of March, 2007 (the “Effective
Date”) by and among Robcor Properties, Inc., an entity which is a publicly traded
U.S. corporation (the “Company”), National Holdings Corporation, a Washington
corporation (“National”), Brean Murray, Carret & Co., LLC, a Delaware
limited liability company (“Brean Murray”, and together with National, the “Placement
Agents”) and the parties set forth on the signature page and Exhibit A
hereto (each, a “Purchaser” and collectively, the “Purchasers”).


RECITALS:


WHEREAS, in connection with certain Subscription Agreements among the
Purchasers and the Company (the “Subscription Agreement”) which have been
executed in connection with the consummation of the transactions contemplated
in that certain Confidential Private Placement Memorandum dated December 4,
2006, as supplemented (the “Memorandum”), the Company has agreed, upon the
terms and subject to the conditions of the Subscription Agreements and the
Memorandum to issue and sell to the Purchasers, and the Purchasers have agreed
to purchase from the Company, a minimum of 8,888,889 units (“Units”)
($20,000,000), each consisting of one share of Common Stock and a three-year
warrant (“Warrants”) to purchase 25% of the number of shares of Common Stock
purchased and a maximum of 12,444,444 Units ($28,000,000) (and the Company
reserves the right to sell up to an additional 2,222,222 Units ($5,000,000) at
the same price per Unit), subject to adjustment pursuant to the terms of the
Merger and the Reorganization Merger; and


WHEREAS, to induce the Purchasers to execute and deliver the
Subscription Agreements, the Company has agreed to provide certain registration
rights with respect to the shares of Common Stock sold in the Offering which
are (i) included in the Units (“Shares”) and (ii) issuable upon exercise of the
Warrants (the “Warrant Shares”) included in the Units on the terms and
conditions provided herein; and


WHEREAS, the Company has also agreed to provide certain registration
rights with respect to the shares of Common Stock issuable upon exercise of the
warrants (the “Placement Agent Warrant
Shares”) issued to the Placement Agents and their permitted transferees
(the “Placement Agent Warrants”)
on the terms and conditions provided herein.


NOW, THEREFORE, in consideration of the
mutual promises, representations, warranties, covenants, and conditions set
forth herein, the parties mutually agree as follows:


1.             Certain Definitions.  As used in this Agreement, the following
terms shall have the following respective meanings:


“Additional Shares” has the meaning as set forth in Section
3(b).


“Additional Shares Filing Date” means
the date that is 5 Business Days following a request of any Purchaser pursuant
to Section 3(b) or any events specified in Section 3(b).













“Approved Market” means the NASD
Over-the-Counter Bulletin Board, the Nasdaq National Market, the Nasdaq Capital
Market, the New York Stock Exchange, Inc. or the American Stock Exchange, Inc.


“Blackout Default Period” means a
Blackout Period that (i) exceeds 20 consecutive Trading Days or a total of 30
non-consecutive Trading Days in any 12-month period or (ii) commences sooner
than 60 days after the end of a prior Blackout Period.


“Blackout Period” means, with respect
to a registration, a period, in each case commencing on the day immediately
after the Company notifies the Purchasers that they are required, because of
the occurrence of an event of the kind described in Section 4(g) hereof, to
suspend offers and sales of Registrable Securities during which the Company, in
the good faith judgment of its board of directors, determines (because of the
existence of, or in anticipation of, any acquisition, financing activity, or
other transaction involving the Company, or the unavailability for reasons
beyond the Company’s control of any required financial statements, disclosure
of information which is in its best interest not to publicly disclose, or any
other event or condition of similar significance to the Company) that the
registration and distribution of the Registrable Securities to be covered by
such registration statement, if any, would be seriously detrimental to the
Company and its stockholders and ending on the earlier of (1) the date upon
which the material non-public information commencing the Blackout Period is
disclosed to the public or ceases to be material and (2) such time as the
Company notifies the selling Holders that the Company will no longer delay such
filing of the Registration Statement, recommence taking steps to make such
Registration Statement effective, or allow sales pursuant to such Registration
Statement to resume; provided, that the Company shall limit its use of
Blackout Default Periods.


“Business Day” means any day of the
year, other than a Saturday, Sunday, or other day on which the Commission is
required or authorized to close.


“Commission” means the Securities and
Exchange Commission or any other federal agency at the time administering the
Securities Act.


“Common Stock” means the common stock,
par value $.0001 per share, of the Company and any and all shares of capital
stock or other equity securities of: (i) the Company which are added to or
exchanged or substituted for the Common Stock by reason of the declaration of
any stock dividend or stock split, the issuance of any distribution or the
reclassification, readjustment, recapitalization or other such modification of
the capital structure of the Company; and (ii) any other corporation, now or
hereafter organized under the laws of any state or other governmental
authority, with which the Company is merged, which results from any
consolidation or reorganization to which the Company is a party, or to which is
sold all or substantially all of the shares or assets of the Company, if
immediately after such merger, consolidation, reorganization or sale, the
Company or the stockholders of the Company own equity securities having in the
aggregate more than 50% of the total voting power of such other corporation.


“Effectiveness Period” has the meaning as set forth in Section
4(a).


“Exchange Act” means
the Securities Exchange Act of 1934, as amended, and the rules and regulations
of the Commission promulgated thereunder.



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“Family Member” means
(a) with respect to any individual, such individual’s spouse, any descendants
(whether natural or adopted), any trust all of the beneficial interests of
which are owned by any of such individuals or by any of such individuals
together with any organization described in Section 501(c)(3) of the Internal
Revenue Code of 1986, as amended, the estate of any such individual, and any
corporation, association, partnership or limited liability company all of the
equity interests of which are owned by those above described individuals,
trusts or organizations and (b) with respect to any trust, the owners of the
beneficial interests of such trust.


“Final Closing Date” means the final closing of the purchase and
sale of the Units contemplated by the Memorandum.


“Holder” means each Purchaser or any
of such Purchaser’s respective successors and Permitted Assignees who acquire
rights in accordance with this Agreement with respect to the Registrable
Securities directly or indirectly from a Purchaser or from any Permitted
Assignee.


“Majority Holders” means at any time
Holders representing a majority of the Registrable Securities.


“Qualified Purchaser” has the meaning as set forth in Section
3(e).


“Permitted Assignee” means
(a) with respect to a partnership, its partners or former partners in
accordance with their partnership interests; (b) with respect to a
corporation, its stockholders in accordance with their interest in the
corporation; (c) with respect to a limited liability company, its members
or former members in accordance with their interest in the limited liability
company; (d) with respect to an individual party, any Family Member of
such party; (e) an entity that is controlled by, controls, or is under common
control with a transferor; or (f) a party to this Agreement.


“Placement Agents” means National and
Brean Murray collectively.


“Placement Agent Warrants” as defined
in the Recitals.


“Placement Agent Warrant Shares” as
defined in the Recitals.


“Purchase Price” means the Purchase
Price per Share set forth in the Subscription Agreement.


The terms “register,” “registered,”
and “registration” refer to a registration effected by preparing and
filing a registration statement in compliance with the Securities Act, and the
declaration or ordering of the effectiveness of such registration statement.


“Registrable
Securities” means the (i) Shares, (ii) the Warrant Shares and (iii) the
Placement Agent Warrant Shares; provided, that, a security shall cease
to be a Registrable Security upon (A) sale pursuant to a Registration Statement
or Rule 144 under the 1933 Act, or (B) such security becoming eligible for sale
pursuant to Rule 144(k) under the 1933 Act.


 “Registration Default Date” means the
date that is (i) 150 days following the Final Closing Date or (ii) in the case of a Registration
Statement covering Additional Shares, 75 days following the Additional Shares
Deadline.



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“Registration Default
Period” means the period following the Registration Default Date during
which any Registration Event occurs and is continuing.


“Registration Event”
means the occurrence of any of the following events:


(a)           the
Company fails to file with the Commission the Registration Statement on or
before the Registration Filing Date;


(b)           if a Registration Statement
covering the Additional Shares is required to be filed under Section 3(b) and the Company fails to file with the Commission
such Registration Statement by the Additional Shares Filing Date;


(c)           the Registration Statement is not
declared effective by the Commission on or before the Registration Default
Date;


(d)           after the SEC Effective Date, sales
cannot be made pursuant to the Registration Statement for any reason (including
without limitation by reason of a stop order, the Company’s failure to update
the Registration Statement or the Company’s use of a Blackout Default Period)
except as excused pursuant to Section 3(a);


(e)           the Company fails to file with
the Commission a request for acceleration in accordance with Rule 461
promulgated under the Securities Act, within 5 Trading Days of the date that
the Company is notified (orally or in writing, whichever is earlier) by the
Commission that a Registration Statement will not be “reviewed,” or is not
subject to further review; or


(f)            the Common Stock generally or the
Registrable Securities specifically are not listed or included for quotation on
an Approved Market, or trading of the Common Stock is suspended or halted on
the Approved Market, which at the time constitutes the principal market for the
Common Stock, for more than two full, consecutive Trading Days; provided,
however, a Registration Event shall not be deemed to occur if all or
substantially all trading in equity securities (including the Common Stock) is
suspended or halted on the Approved Market for any length of time.


“Registration Filing Date” means the
date that is 60 days after the Final Closing Date.


“Registration Statement” means the
registration statement that the Company is required to file pursuant to this
Agreement to register the Registrable Securities.


“Rule 144” means Rule 144 promulgated
by the Commission under the Securities Act.


“Rule 415”
means Rule 415 promulgated by the SEC pursuant to the 1933 Act, as such Rule
may be amended from time to time, or any similar rule or regulation hereafter
adopted by the SEC having substantially the same effect as such Rule.


“Securities Act” means the Securities
Act of 1933, as amended, or any similar federal statute promulgated in
replacement thereof, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.



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“SEC Effective Date” means the date
the Registration Statement is declared effective by the Commission.


“Shares” as defined in the Recitals.


“Subscription Agreement” means the
Subscription Agreement dated as of the date hereof between the Company and the
Purchaser setting forth the terms and conditions of the Company’s offer of
Units and the Purchaser’s purchase of Units.


“Trading Day” means any day on which
the national securities exchange, the Nasdaq Stock Market, the NASD
Over-the-Counter Bulletin Board or such other securities market or quotation
system, which at the time constitutes the principal securities market for the
Common Stock, is open for general trading of securities.


 “Warrants”
as defined in the Recitals and any equity securities of: (i) the
Company which are added to or exchanged or substituted for the Warrants by
reason of the declaration of any stock dividend or stock split, the issuance of
any distribution or the reclassification, readjustment, recapitalization or
other such modification of the capital structure of the Company; and (ii) any
other corporation, now or hereafter organized under the laws of any state or
other governmental authority, with which the Company is merged, which results
from any consolidation or reorganization to which the Company is a party, or to
which is sold all or substantially all of the shares or assets of the Company,
if immediately after such merger, consolidation, reorganization or sale, the
Company or the stockholders of the Company own equity securities having in the
aggregate more than 50% of the total voting power of such other corporation.


“Warrant Shares” as defined in the
Recitals.


2.             Term.  This Agreement shall continue in full force
and effect for a period of three years from the Effective Date.


3.             Registration.


(a)           Registration
on Form S-1 or SB-2.  Not later than
the Registration Filing Date, the Company shall prepare and file with the
Commission a registration statement on Form S-1, SB-2, or other applicable form,
covering the resale by the Holders of all of the Registrable Securities, and
the Company shall use its commercially reasonable best efforts to cause such
registration statement to be declared effective prior to the Registration
Default Date; provided, however, that the Company shall not be obligated to
effect any such registration, qualification, or compliance pursuant to this
Section, or keep such registration effective pursuant to the terms hereunder:
(i) in any particular jurisdiction in which the Company would be required to
qualify to do business as a foreign corporation or as a dealer in securities
under the securities or blue sky laws of such jurisdiction or to execute a
general consent to service of process in effecting such registration, qualification
or compliance, in each case where it has not already done so; or (ii) during
any Blackout Period, in which case the Registration Filing Date shall be
extended to the date immediately following the last day of such Blackout
Period.  Such Registration Statement
shall include the plan of distribution attached hereto as Exhibit B.  Such Registration Statement also shall cover,
to the extent allowable under the Securities Act and the rules promulgated 



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thereunder
(including Rule 416), such indeterminate number of additional shares of Common
Stock resulting from stock splits, stock dividends or similar transactions with
respect to the Registrable Securities.


(b)           Additional
Registrable Securities.  Upon
the written demand of any Purchaser and upon any change in the Exercise Price
(as defined in the Warrants and the Placement Agent Warrants, respectively)
such that additional shares of Common Stock become issuable upon the exercise
of the Warrants and/or Placement Agent Warrants, the Company shall prepare and
file with the Commission one or more Registration Statements on Form SB-2, or
other applicable form, or amend the Registration Statement filed pursuant to
clause (a) above, if such Registration Statement has not previously been
declared effective, to effect a registration for resale of such additional
shares of Common Stock (the “Additional Shares”) covering the resale of the
Additional Shares, but only to the extent the Additional Shares are not at the
time covered by an effective Registration Statement.  Such Registration Statement also shall cover,
to the extent allowable under the Securities Act and the rules promulgated
thereunder (including Rule 416), such indeterminate number of additional shares
of Common Stock resulting from stock splits, stock dividends or similar
transactions with respect to the Additional Shares.


(c)           Reduction of Registrable Securities Included in
a Registration Statement. 
Notwithstanding anything contained herein, in the event that the SEC
requires the Company to reduce the number of Registrable Securities to be
included in a Registration Statement in order to allow the Company to rely on
Rule 415 with respect to a Registration Statement, then the Company shall be
obligated to include in such Registration Statement (which may be a subsequent
Registration Statement if the Company needs to withdraw the initial
Registration Statement and refile a new Registration Statement in order to rely
on Rule 415) only such limited portion of the Registrable Securities as the SEC
shall permit.  Any exclusion of
Registrable Securities shall be made pro rata among the Placement Agent and the
Purchasers in proportion to the number of Registrable Securities held such
persons; provided, however, that 100% of the Placement Agent Warrant Shares
shall be excluded prior to the exclusion of any Registrable Securities held by
the Purchasers.  Thereafter, the order of
Registrable Securities to be excluded shall be the Warrant Shares (which may be
some or all of such securities) and lastly, the Shares (in such limited number
until Rule 415 can be utilized).  Any
Registrable Securities that are excluded in accordance with the foregoing terms
are hereinafter referred to as “Cut Back Securities.”  To the extent Cut Back Securities exist, as
soon as may be permitted by the SEC, the Company shall be required to file a
registration statement on Form S-3 (or, if Form S-3 is not then available to
the Company, on Form S-1 or SB-2 or such other form of registration statement
as is then available to effect a registration for resale of the Cut Back
Securities) covering the resale of the Cut Back Securities and shall use
commercially reasonable efforts to cause such Registration Statement to be
declared effective as promptly as practicable thereafter; provided, however,
that the foregoing obligation shall cease with respect to any Cut Back
Securities at such time such Cut Back Securities are eligible for sale pursuant
to Rule 144(k) under the 1933 Act.


(d)           Other Registrations.  Prior to the SEC Effective Date, neither
the Company nor any of its security holders (other than the Holders in such
capacity pursuant hereto) may include securities of the Company in a
Registration Statement other than the Registrable Securities.  Prior
to and for a period of twelve months following the SEC Effective Date, the
Company shall not, without the prior written consent of the Majority Holders,
file any 



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other
registration statement or any amendment thereto with the Commission under the
Securities Act, other than any registration statement on Form S-8 or Form S-4.


(e)           Occurrence of Registration Event.  If a Registration Event occurs, then the
Company will make payments to each Purchaser (a “Qualified Purchaser”), as
liquidated damages, and not as a penalty, at a rate equal to 1% of the Purchase
Price per share of Registrable Securities then held by a Qualified Purchaser
monthly, for each calendar month of the Registration Default Period (pro rated
for any period less than 30 days); provided, however, if a Registration Event
occurs (or is continuing) on a date more than one-year after the Qualified
Purchaser acquired the Registrable Securities (and thus the one-year holding
period under Rule 144(d) has elapsed), liquidated damages shall be paid only
with respect to that portion of the Qualified Purchaser’s Registrable
Securities that cannot then be immediately resold in reliance on Rule 144. Each
such payment shall be due and payable within five days after the end of each
calendar month of the Registration Default Period until the termination of the Registration
Default Period and within five days after such termination.  Such payments shall constitute the Qualified
Purchaser’s exclusive remedy for such events. 
The Registration Default Period shall terminate upon (i) the filing of
the Registration Statement in the case of clause (a) of the definition of
Registration Event, (ii) the filing of a Registration Statement covering the
Additional Shares in the case of clause (b) of the definition of Registration
Event, (iii) the SEC Effective Date in the case of clause (c) of the definition
of Registration Event, (iv) the ability of the Qualified Purchaser to effect
sales pursuant to the Registration Statement in the case of clause (d) of the
definition of Registration Event, and, in the case of a Blackout Default
Period, the end of the Blackout Default Period, (v) the filing of the request
for acceleration in the case of clause (e) of the definition of Registration
Event, (vii) the listing or inclusion and/or trading of the Common Stock on an
Approved Market, as the case may be, in the case of clause (f) of the
definition of Registration Event, and (viii) in the case of the events
described in clauses (c) and (d) of the definition of Registration Event, the
earlier termination of the Registration Default Period. Such payment of
liquidated damages shall be made to each Qualified Purchaser within five (5)
calendar days after the Registration Default Period either, at the Company’s
sole option, (i) in cash or (ii) in additional shares of Common Stock of the
Company, such shares being valued at the average of the volume-weighted average
price (the “VWAP”) of the Common Stock as reported by Bloomberg Financial L.P.
(based on a Trading Day from 9:30 a.m. to 4:02 p.m. Eastern Time) using the
VWAP over the 20 Trading Days immediately prior to the date of occurrence of
the Registration Event; provided, however, that the payment of such liquidated
damages shall not relieve the Company from its obligations to register the
Registrable Securities pursuant to this Agreement.  If the Company fails to pay said cash payment
to a Qualified Purchaser entitled thereto by the applicable date specified in
the immediately preceding sentence, the Company will pay interest thereon at a
rate of 12% per annum (or such lesser maximum amount that is permitted to be
paid by applicable law) to such Qualified Purchaser, accruing daily from the
date such liquidated damages are due until such amounts, plus all such interest
thereon, are paid in full.  The total
amount of liquidated damages payable to the Qualified Purchasers, including any
interest thereon, shall in no event exceed twelve percent (12%) of the purchase
price for the Registrable Securities and if the Company is required to reduce
the number of Registrable Securities to be included in a Registration Statement
pursuant to Section 3(c) of this Agreement and the Company otherwise complies
with its covenants in this Agreement with respect to the registration of the
portion of the Registrable Securities included in 



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such
Registration Statement, the Company shall not be required to pay liquidated
damages to the Investors with respect to any Cut Back Securities.


4.             Registration Procedures.  The Company will keep each Holder reasonably
advised as to the filing and effectiveness of the Registration Statement. At
its expense with respect to the Registration Statement, the Company will:


(a)           prepare and file with the Commission
with respect to the Registrable Securities, a registration statement on Form
S-1, SB-2, or any other form for which the Company then qualifies or which
counsel for the Company shall deem appropriate and which form shall be
available for the sale of the Registrable Securities in accordance with the
intended methods of distribution thereof, and use its commercially reasonable efforts
to cause such registration statement to become and remain effective at for a
period of two years or for such shorter period ending on the earlier to occur
of (i) the sale of all Registrable Securities and (ii) the availability under
Rule 144(k) for the Holder to sell the Registrable Securities (in either case,
the  “Effectiveness Period”);


(b)           if a registration statement is
subject to review by the Commission, promptly respond to all comments and
diligently pursue resolution of any comments to the satisfaction of the
Commission;


(c)           prepare and file with the Commission
such amendments and supplements to such registration statement and the
prospectus used in connection therewith as may be necessary to keep such
registration statement effective during the Effectiveness Period;


(d)           provide copies to and permit counsel
designated by the Placement Agents to review each Registration Statement no
fewer than seven (7) days prior to their filing with the Commission, and all
amendments and supplements thereto no fewer than three (3) days prior to their
filing with the Commission, and not file any document to which such counsel
reasonably objects;


(e)           furnish, without charge, to each
Holder of Registrable Securities covered by such registration statement (i) one
copy of such registration statement (including any exhibits thereto other than
exhibits incorporated by reference), each amendment and supplement thereto upon
the request of a Holder, (ii) such number of copies of the prospectus included
in such registration statement (including each preliminary prospectus and any
other prospectus filed under Rule 424 under the Securities Act) as the Holders
may reasonably request, in conformity with the requirements of the Securities
Act, and (iii) such other documents as such Holder may require to consummate
the disposition of the Registrable Securities owned by such Holder, but only
during the Effectiveness Period;


(f)            use its commercially reasonable best
efforts to register or qualify such registration under such other applicable
securities or blue sky laws of such jurisdictions as any Holder of Registrable
Securities covered by such registration statement reasonably requests and as
may be necessary for the marketability of the Registrable Securities (such
request to be made by the time the applicable registration statement is deemed
effective by the Commission) and do any and all other acts and things necessary
to enable such Holder to consummate the disposition 



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in
such jurisdictions of the Registrable Securities owned by such Holder;
provided, however, that the Company shall not be required to (i) qualify
generally to do business in any jurisdiction where it would not otherwise be
required to qualify but for this paragraph, (ii) subject itself to taxation in
any such jurisdiction, or (iii) consent to general service of process in any
such jurisdiction;


(g)           as promptly as practicable after
becoming aware of such event, notify each Holder of Registrable Securities, the
disposition of which requires delivery of a prospectus relating thereto under
the Securities Act, of the happening of any event, which comes to the Company’s
attention, that will after the occurrence of such event cause the prospectus
included in such registration statement, if not amended or supplemented, to contain
an untrue statement of a material fact or an omission to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading and the Company shall promptly thereafter prepare and furnish to
such Holder a supplement or amendment to such prospectus (or prepare and file
appropriate reports under the Exchange Act) so that, as thereafter delivered to
the purchasers of such Registrable Securities, such prospectus shall not
contain an untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein
not misleading, unless suspension of the use of such prospectus otherwise is
authorized herein or in the event of a Blackout Period, in which case no
supplement or amendment need be furnished (or Exchange Act filing made) until
the termination of such suspension or Blackout Period, and in which case the Company
will use its commercially reasonable best efforts to ensure that the use of the
prospectus may be resumed as promptly as is practicable;


(h)           comply, and continue to comply during
the Effectiveness Period, in all material respects with the Securities Act and
the Exchange Act and with all applicable rules and regulations of the
Commission with respect to the disposition of all securities covered by such
registration statement;


(i)            as promptly as practicable after
becoming aware of such event, notify each Holder of Registrable Securities
being offered or sold pursuant to the Registration Statement of the issuance by
the Commission of any stop order or other suspension of effectiveness of the
Registration Statement;


(j)            cause all the Registrable Securities
covered by the Registration Statement to be quoted on the NASD OTC Bulletin
Board or such other principal securities market on which securities of the same
class or series issued by the Company are then listed or traded;


(k)           provide a transfer agent and
registrar, which may be a single entity, for the shares of Common Stock at all
times;


(l)            cooperate with the Holders of
Registrable Securities being offered pursuant to the Registration Statement to
issue and deliver, or cause its transfer agent to issue and deliver,
certificates representing Registrable Securities to be offered pursuant to the
Registration Statement within a reasonable time after the delivery of
certificates representing the Registrable Securities to the transfer agent or
the Company, as applicable, and enable such 



 9
 









certificates
to be in such denominations or amounts as the Holders may reasonably request
and registered in such names as the Holders may request;


(m)          during the Effectiveness Period,
refrain from bidding for or purchasing any Common Stock or any right to
purchase Common Stock or attempting to induce any person to purchase any such
security or right if such bid, purchase or attempt would in any way limit the
right of the Holders to sell Registrable Securities by reason of the
limitations set forth in Regulation M under the Exchange Act; and


(n)           take all other reasonable actions
necessary to expedite and facilitate the disposition by the Holders of the
Registrable Securities pursuant to the Registration Statement.


5.             Suspension of Offers and Sales.  Each Holder agrees that, upon receipt of any
notice from the Company of the happening of any event of the kind described in
Section 4(g) hereof or of the commencement of an Blackout Period, such Holder
shall discontinue the disposition of Registrable Securities included in the
Registration Statement until such Holder’s receipt of the copies of the
supplemented or amended prospectus contemplated by Section 4(g) hereof or
notice of the end of the Blackout Period, and, if so directed by the Company,
such Holder shall deliver to the Company (at the Company’s expense) all copies
(including, without limitation, any and all drafts), other than permanent file
copies, then in such Holder’s possession, of the prospectus covering such
Registrable Securities current at the time of receipt of such notice.


6.             Registration Expenses.  The Company shall pay all expenses in
connection with any registration obligation provided herein, including, without
limitation, all registration, filing, stock exchange fees, printing expenses,
all fees and expenses of complying with securities or blue sky laws, expenses
of one counsel to the Placement Agents (not to exceed $7,500), and the fees and disbursements of counsel
for the Company and of its independent accountants; provided that, in any
underwritten registration, each party shall pay for its own underwriting
discounts and commissions and transfer taxes. Except as provided in this
Section and Section 9, the Company shall not be responsible for the expenses of
any attorney or other advisor employed by a Holder.


7.             Assignment of Rights.  No Holder may assign its rights under this
Agreement to any party without the prior written consent of the Company;
provided, however, that a Holder may assign its rights under this Agreement
without such consent to a Permitted Assignee as long as: (a) such transfer or
assignment is effected in accordance with applicable securities laws;
(b) such transferee or assignee agrees in writing to become subject to the
terms of this Agreement; and (c) the Company is given written notice by such
Holder of such transfer or assignment, stating the name and address of the
transferee or assignee and identifying the Registrable Securities with respect
to which such rights are being transferred or assigned.


8.             Information by Holder.  Holders included in any registration shall
furnish to the Company such information as the Company may reasonable request
in writing regarding such Holders and the distribution proposed by such
Holders.  The failure of a Holder to
provide such information to the Company will suspend the Company’s obligation
to register the Registrable Securities of such Holder, and the failure to
register such Registrable Securities will not be deemed a Registration Event
hereunder.



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9.             Indemnification.


(a)           In
the event of the offer and sale of Registrable Securities under the Securities
Act, the Company shall, and hereby does, indemnify and hold harmless, to the
fullest extent permitted by law, each Holder, its directors, officers, partners,
each other person who participates as an underwriter in the offering or sale of
such securities, and each other person, if any, who controls or is under common
control with such Holder or any such underwriter within the meaning of Section
15 of the Securities Act, against any losses, claims, damages or liabilities,
joint or several, and expenses to which the Holder or any such director,
officer, partner or underwriter or controlling person may become subject under
the Securities Act or otherwise, insofar as such losses, claims, damages,
liabilities, or expenses (or actions or proceedings, whether commenced or
threatened, in respect thereof) arise out of or are based upon any untrue
statement of any material fact contained in any registration statement prepared
and filed by the Company under which shares of Registrable Securities were
registered under the Securities Act, any preliminary prospectus, final
prospectus or summary prospectus contained therein, or any amendment or
supplement thereto, or any omission to state therein a material fact required
to be stated therein or necessary to make the statements therein in light of
the circumstances in which they were made not misleading, and the Company shall
reimburse the Holder, and each such director, officer, partner, underwriter and
controlling person for any legal or any other expenses reasonably incurred by
them in connection with investigating, defending or settling any such loss,
claim, damage, liability, action or proceeding; provided that the Company shall
not be liable in any such case (i) to the extent that any such loss, claim,
damage, liability (or action or proceeding in respect thereof) or expense
arises out of or is based upon an untrue statement in or omission from such
registration statement, any such preliminary prospectus, final prospectus,
summary prospectus, amendment or supplement in reliance upon and in conformity
with written information furnished to the Company through an instrument duly
executed by or on behalf of such Holder specifically stating that it is for use
in the preparation thereof or (ii) if the person asserting any such loss,
claim, damage, liability (or action or proceeding in respect thereof) who
purchased the Registrable Securities that are the subject thereof did not
receive a copy of an amended preliminary prospectus or the final prospectus (or
the final prospectus as amended or supplemented) at or prior to the written
confirmation of the sale of such Registrable Securities to such person because
of the failure of such Holder or underwriter to so provide such amended
preliminary or final prospectus and the untrue statement or omission of a
material fact made in such preliminary prospectus was corrected in the amended
preliminary or final prospectus (or the final prospectus as amended or
supplemented). Such indemnity shall remain in full force and effect regardless
of any investigation made by or on behalf of the Holders, or any such director,
officer, partner, underwriter or controlling person and shall survive the transfer
of such shares by the Holder.


(b)           As a condition to including
Registrable Securities in any registration statement filed pursuant to this
Agreement, each Holder agrees to be bound by the terms of this Section 9 and to
indemnify and hold harmless, to the fullest extent permitted by law, the
Company, its directors and officers, and each other person, if any, who
controls the Company within the meaning of Section 15 of the Securities Act,
against any losses, claims, damages or liabilities, joint or several, to which
the Company or any such director or officer or controlling person may become
subject under the Securities Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions or proceedings, whether commenced or
threatened, in respect 



 11
 









thereof) that arises out of
or is based upon an untrue statement in or omission from such registration
statement, any such preliminary prospectus, final prospectus, summary
prospectus, amendment or supplement in reliance upon and in conformity with
written information furnished to the Company through an instrument duly
executed by or on behalf of the Holder specifically stating that it is for use
in the preparation thereof, and such Holder shall reimburse the Company, and
each such director, officer, and controlling person for any legal or other
expenses reasonably incurred by them in connection with investigating,
defending, or settling and such loss, claim, damage, liability, action, or
proceeding; provided, however, that such indemnity agreement found in this
Section 9 shall in no event exceed the gross proceeds from the offering
received by such Holder.  Such indemnity
shall remain in full force and effect, regardless of any investigation made by
or on behalf of the Company or any such director, officer or controlling person
and shall survive the transfer by any Holder of such shares.


(c)           Promptly after receipt by an
indemnified party of notice of the commencement of any action or proceeding
involving a claim referred to in this Section (including any governmental
action), such indemnified party shall, if a claim in respect thereof is to be
made against an indemnifying party, give written notice to the indemnifying
party of the commencement of such action; provided that the failure of any
indemnified party to give notice as provided herein shall not relieve the
indemnifying party of its obligations under this Section, except to the extent
that the indemnifying party is actually prejudiced by such failure to give
notice.  In case any such action is brought
against an indemnified party, unless in the reasonable judgment of counsel to
such indemnified party a conflict of interest between such indemnified and
indemnifying parties may exist or the indemnified party may have defenses not
available to the indemnifying party in respect of such claim, the indemnifying
party shall be entitled to participate in and to assume the defense thereof,
with counsel reasonably satisfactory to such indemnified party and, after
notice from the indemnifying party to such indemnified party of its election so
to assume the defense thereof, the indemnifying party shall not be liable to
such indemnified party for any legal or other expenses subsequently incurred by
the latter in connection with the defense thereof, unless in such indemnified
party’s reasonable judgment a conflict of interest between such indemnified and
indemnifying parties arises in respect of such claim after the assumption of
the defenses thereof or the indemnifying party fails to defend such claim in a
diligent manner, other than reasonable costs of investigation.  Neither an indemnified nor an indemnifying
party shall be liable for any settlement of any action or proceeding effected
without its consent.  No indemnifying
party shall, without the consent of the indemnified party, consent to entry of
any judgment or enter into any settlement, which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
indemnified party of a release from all liability in respect of such claim or
litigation.  Notwithstanding anything to
the contrary set forth herein, and without limiting any of the rights set forth
above, in any event any party shall have the right to retain, at its own
expense, counsel with respect to the defense of a claim.


(d)           In the event that an indemnifying
party does or is not permitted to assume the defense of an action pursuant to
Sections 9(c) or in the case of the expense reimbursement obligation set forth
in Sections 9(a) and (b), the indemnification required by Sections 9(a) and (b)
hereof shall be made by periodic payments of the amount thereof during the
course of the investigation or defense, as and when bills received or expenses,
losses, damages, or liabilities are incurred.



 12
 









(e)           If the indemnification provided for
in this Section is held by a court of competent jurisdiction to be unavailable
to an indemnified party with respect to any loss, liability, claim, damage or
expense referred to herein, the indemnifying party, in lieu of indemnifying
such indemnified party hereunder, shall (i) contribute to the amount paid or
payable by such indemnified party as a result of such loss, liability, claim,
damage or expense as is appropriate to reflect the proportionate relative fault
of the indemnifying party on the one hand and the indemnified party on the
other (determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or omission relates to information
supplied by the indemnifying party or the indemnified party and the parties’
relative intent, knowledge, access to information and opportunity to correct or
prevent such untrue statement or omission), or (ii) if the allocation provided
by clause (i) above is not permitted by applicable law or provides a lesser sum
to the indemnified party than the amount hereinafter calculated, not only the
proportionate relative fault of the indemnifying party and the indemnified
party, but also the relative benefits received by the indemnifying party on the
one hand and the indemnified party on the other, as well as any other relevant
equitable considerations. No indemnified party guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any indemnifying party who was not
guilty of such fraudulent misrepresentation.


(f)            Indemnification similar to that
specified in this Section (with appropriate modifications) shall be given by
the Company and each Holder of Registrable Securities with respect to any required
registration or other qualification of securities under any federal or state
law or regulation or governmental authority other than the Securities Act.


10.           Rule 144.  For a period of at least 24 months following
the Final Closing Date, the Company will use its commercially reasonable best
efforts to timely file all reports required to be filed by the Company after
the date hereof under the Securities Act and the Exchange Act and the rules and
regulations adopted by the Commission thereunder, and if the Company is not
required to file reports pursuant to such sections, it will prepare and furnish
to the Purchasers and make publicly available in accordance with Rule 144(c)
such information as is required for the Purchasers to sell shares of Common Stock
under Rule 144.


11.           Independent Nature of Each
Purchaser’s Obligations and Rights. 
The obligations of each Purchaser under this Agreement are several and
not joint with the obligations of any other Purchaser, and each Purchaser shall
not be responsible in any way for the performance of the obligations of any
other Purchaser under this Agreement. Nothing contained herein and no action
taken by any Purchaser pursuant hereto, shall be deemed to constitute such
Purchasers as a partnership, an association, a joint venture, or any other kind
of entity, or create a presumption that the Purchasers are in any way acting in
concert or as a group with respect to such obligations or the transactions
contemplated by this Agreement. Each Purchaser shall be entitled to independently
protect and enforce its rights, including without limitation the rights arising
out of this Agreement, and it shall not be necessary for any other Purchaser to
be joined as an additional party in any proceeding for such purpose.



 13
 









12.           Miscellaneous.


(a)           Governing
Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York and the United States of America, both
substantive and remedial, without regard to conflicts of law principles. Any
judicial proceeding brought against either of the parties to this agreement or
any dispute arising out of this Agreement or any matter related hereto shall be
brought in the courts of the State of New York, New York County, or in the
United States District Court for the Southern District of New York and, by its
execution and delivery of this agreement, each party to this Agreement accepts
the jurisdiction of such courts. The foregoing consent to jurisdiction shall
not be deemed to confer rights on any person other than the parties to this
Agreement.


(b)           Successors and Assigns.  Except as otherwise provided herein, the
provisions hereof shall inure to the benefit of, or be binding upon, the
successors, Permitted Assignees, executors and administrators of the parties
hereto.  In the event the Company merges
with, or is otherwise acquired by, another publicly traded company, or a direct
or indirect subsidiary of a publicly traded company, the Company shall
condition the merger or acquisition on the assumption by such public company of
the Company’s rights and obligations under this Agreement.


(c)           Entire Agreement.  This Agreement constitutes the full and
entire understanding and agreement between the parties with regard to the
subjects hereof.


(d)           Notices, etc. All notices or
other communications which are required or permitted under this Agreement shall
be in writing and sufficient if delivered by hand, by facsimile transmission,
by registered or certified mail, postage pre-paid, by electronic mail, or by
courier or overnight carrier, to the persons at the addresses set forth below
(or at such other address as may be provided hereunder), and shall be deemed to
have been delivered as of the date so delivered:


If to the Company to:


Robcor
Properties, Inc.

2005 Eastpark Blvd.

Cranbury, NJ  08512-3515

Attention:  F. Raymond
Salemme, Ph.D.

Fax:  (609) 860-5900


With copy to:


Morgan,
Lewis & Bockius LLP

502 Carnegie Center

Princeton, New Jersey  08540

Attention: Andrew P. Gilbert, Esq.

Fax: (609) 919-6701



 14
 









If to Brean Murray:


Brean Murray, Carret & Co., LLC

570 Lexington Avenue, 11th Floor

New York, NY 10022

Attention:  William McCluskey

Fax:  (212) 702-6548


If to National:


National Securities Corporation

875 N. Michigan Avenue, Suite 1560

Chicago, IL 60611

Attention: Brian Friedman, Director Corporate Finance

Fax:  (312) 751-0769


With a copy to:


Littman Krooks LLP

655 Third Avenue, 20th Floor

New York, NY 10017

Attention:  Steven Uslaner, Esq.

Fax:  (212) 490-2990


If
to the Purchasers:


To each Purchaser at the address

set forth on the Omnibus Signature

Page in the Subscription Agreement


or
at such other address as any party shall have furnished to the other parties in
writing.


(e)           Delays or Omissions.  No delay or omission to exercise any right,
power or remedy accruing to any Holder, upon any breach or default of the
Company under this Agreement, shall impair any such right, power or remedy of
such Holder nor shall it be construed to be a waiver of any such breach or
default, or an acquiescence therein, or of or in any similar breach or default
thereunder occurring; nor shall any waiver of any single breach or default be
deemed a waiver of any other breach or default theretofore or thereafter
occurring. Any waiver, permit, consent or approval of any kind or character on
the part of any Holder of any breach or default under this Agreement, or any
waiver on the part of any Holder of any provisions or conditions of this
Agreement, must be in writing and shall be effective only to the extent
specifically set forth in such writing. All remedies, either under this
Agreement, or by law or otherwise afforded to any holder, shall be cumulative
and not alternative.


(f)            Counterparts.  This Agreement may be executed in any number
of counterparts, each of which shall be enforceable against the parties
actually executing such counterparts, and all of which together shall
constitute one instrument.  In the event
that any



 15
 









signature is delivered by
facsimile transmission, such signature shall create a valid and binding
obligation of the party executing (or on whose behalf such signature is
executed) with the same force and effect as if such facsimile signature page
were an original thereof.


(g)           Severability. In the case any
provision of this Agreement shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.


(h)           Amendments. The provisions of
this Agreement may be amended at any time and from time to time, and particular
provisions of this Agreement may be waived, with and only with an agreement or
consent in writing signed by the Company and the Majority Holders. The
Purchasers acknowledge that by the operation of this Section, the Majority
Holders may have the right and power to diminish or eliminate all rights of the
Purchasers under this Agreement.


[SIGNATURE
PAGES FOLLOW]



 16
 









This Registration Rights Agreement is hereby
executed as of the date first above written.


	
   

  	
   

  	
  COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Robcor
  Properties, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ F. RAYMOND
  SALEMME, PH.D.

  
	
   

  	
   

  	
  Name:

  	
   

  	
  F. Raymond Salemme, Ph.D.

  
	
   

  	
   

  	
  Its:

  	
   

  	
  Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PLACEMENT AGENTS

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  National Holdings Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ BRIAN
  FRIEDMAN

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Brian Friedman

  
	
   

  	
   

  	
  Its:

  	
   

  	
  Director of Corporate Finance

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Brean Murray, & Carret Co., LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ KENNETH J.
  KIRSCH

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Kenneth J. Kirsch

  
	
   

  	
   

  	
  Its:

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PURCHASERS:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [Contained in Omnibus Signature Page in the

  Subscription Agreement]

  



 



 17
 









Exhibit A


Investor List Attached


 



 18















Exhibit
B


Plan
of Distribution


The
selling stockholders (and any of their donees, pledgees, transferees or other
successors-in-interest of a selling stockholder selling shares of our common
stock or interests in shares of common stock received after the date of this
prospectus from a selling stockholder as a gift, pledge, partnership
distribution or other transfer) may, from time to time, sell, transfer or
otherwise dispose of any or all of their shares of common stock or interests in
shares of common stock on any stock exchange, market or trading facility on
which the shares are traded or in private transactions.  These dispositions may be at fixed prices, at
prevailing market prices at the time of sale, at prices related to the
prevailing market price, at varying prices determined at the time of sale, or
at negotiated prices.


The
Selling Stockholders may use any one or more of the following methods when
disposing of shares or interests therein:


-                    ordinary
brokerage transactions and transactions in which the broker-dealer solicits
purchasers;


-                    block trades
in which the broker-dealer will attempt to sell the shares as agent, but may
position and resell a portion of the block as principal to facilitate the
transaction;


-                    purchases by a
broker-dealer as principal and resale by the broker-dealer for its account;


-                    an exchange
distribution in accordance with the rules of the applicable exchange;


-                    privately
negotiated transactions;


-                    short sales
effected after the date the registration statement of which this Prospectus is
a part is declared effective by the Commission;


-                    through the
writing or settlement of options or other hedging transactions, whether through
an options exchange or otherwise;


-                    broker-dealers
may agree with the Selling Stockholders to sell a specified number of such
shares at a stipulated price per share; and


-                    a combination
of any such methods of sale.


The
selling stockholders may, from time to time, pledge or grant a security
interest in some or all of the shares of common stock owned by them and, if
they default in the performance of their secured obligations, the pledgees or
secured parties may offer and sell the shares of common stock, from time to
time, under this prospectus, or under an amendment to this prospectus under
Rule 424(b)(3) or other applicable provision of the Securities Act amending the




 B-1
 









list of selling
stockholders to include the pledgee, transferee or other successors-in-interest
as selling stockholders under this prospectus. 
The selling stockholders also may transfer the shares of common stock in
other circumstances, in which case the transferees, pledgees or other
successors-in-interest will be the selling beneficial owners for purposes of
this prospectus.


Broker-dealers
engaged by the selling stockholders may arrange for other brokers-dealers to
participate in sales. Broker-dealers may receive commissions or discounts from
the selling stockholders (or, if any broker-dealer acts as agent for the
purchaser of shares, from the purchaser) in amounts to be negotiated. The selling
stockholders do not expect these commissions and discounts to exceed what is
customary in the types of transactions involved.


The
Company has advised the selling stockholders that they may not use shares
registered on this registration statement to cover short sales of common stock
made prior to the date on which this registration statement is declared
effective by the Securities and Exchange Commission.  After the registration statement has been
declared effective, in connection with the sale of our common stock or
interests therein, the selling stockholders may enter into hedging transactions
with broker-dealers or other financial institutions, which may in turn engage
in short sales of the common stock in the course of hedging the positions they
assume.  The selling stockholders may
also sell shares of our common stock short and deliver these securities to
close out their short positions, or loan or pledge the common stock to
broker-dealers that in turn may sell these securities.  The selling stockholders may also enter into
option or other transactions with broker-dealers or other financial
institutions or the creation of one or more derivative securities which require
the delivery to such broker-dealer or other financial institution of shares
offered by this prospectus, which shares such broker-dealer or other financial
institution may resell pursuant to this prospectus (as supplemented or amended
to reflect such transaction).


The
selling stockholders will receive the aggregate proceeds from the sale of the
common stock offered by them.  The
aggregate proceeds to the selling stockholders from the sale of the common
stock offered by them will be the purchase price of the common stock less
discounts or commissions, if any.  Each
of the selling stockholders reserves the right to accept and, together with
their agents from time to time, to reject, in whole or in part, any proposed
purchase of common stock to be made directly or through agents.  We will not receive any of the proceeds from
the sale of common stock in this offering. 
We may receive proceeds from holders who exercise their warrants and pay
the applicable cash exercise price in connection with those exercises.


The
selling stockholders also may resell all or a portion of the shares in open
market transactions in reliance upon Rule 144 under the Securities Act of 1933,
provided that they meet the criteria and conform to the requirements of that
rule.


The
selling stockholders and any underwriters, broker-dealers or agents that
participate in the sale of the common stock or interests therein may be “underwriters”
within the meaning of Section 2(11) of the Securities Act.  Any discounts, commissions, concessions or
profit they earn on any resale of the shares may be underwriting discounts and
commissions under the Securities Act. 
Selling stockholders who are “underwriters” within the meaning of
Section 2(11) of the Securities Act will be subject to the prospectus delivery
requirements of the Securities Act.



 B-2
 









To
the extent required, the shares of our common stock to be sold, the names of
the selling stockholders, the respective purchase prices and public offering
prices, the names of any agent, dealer or underwriter, any applicable
commissions or discounts with respect to a particular offer will be set forth
in an accompanying prospectus supplement or, if appropriate, a post-effective
amendment to the registration statement that includes this prospectus.


In
order to comply with the securities laws of some states, if applicable, the
common stock may be sold in these jurisdictions only through registered or
licensed brokers or dealers.  In
addition, in some states the common stock may not be sold unless it has been
registered or qualified for sale or an exemption from registration or
qualification requirements is available and is complied with.


We
have advised the selling stockholders that the anti-manipulation rules of
Regulation M under the Securities Exchange Act of 1934 may apply to sales of
shares in the market and to the activities of the selling stockholders and
their affiliates.  In addition, we will
make copies of this prospectus (as it may be supplemented or amended from time
to time) available to the selling stockholders for the purpose of satisfying
the prospectus delivery requirements of the Securities Act.  The selling stockholders may indemnify any
broker-dealer that participates in transactions involving the sale of the
shares of common stock against certain liabilities, including liabilities
arising under the Securities Act.


We
will pay all expenses incident to registration other than commissions, fees and
discounts of underwriters, brokers, dealers and agents.  We will pay for offering expenses including
the Commission registration fee, accounting fees, legal fees, printing expenses
and other related miscellaneous expenses. We have agreed to indemnify the
selling stockholders against liabilities, including liabilities under the
Securities Act and state securities laws, relating to the registration of the
shares offered by this prospectus.


We
have agreed with the selling stockholders to keep the registration statement of
which this Prospectus constitutes a part effective until the earlier of (1)
such time as all of the shares covered by this prospectus have been disposed of
pursuant to and in accordance with the registration statement or (2) the date
on which the shares may be sold pursuant to Rule 144(k) of the Securities
Act.  Notwithstanding anything contained
herein to the contrary, an aggregate of                
shares of Common Stock issuable upon exercise of warrants held by NSC, BMC
and/or “associated persons” of NSC and BMC are subject to a 180 day lock-up
agreement in accordance with the requirements of NASD Rule 2710(g)(1).



 B-3